The annual adjustment of the dollar thresholds for pre-acquisition filings under the Hart-Scott-Rodino Act will take effect the end of February. All transactions closing on or after the effective date will be governed by the new thresholds.
Under the new thresholds, the parties to a merger, consolidation or acquisition of voting securities or substantial assets will in most cases need to file pre-acquisition notifications with the FTC and the Department of Justice and observe the Act’s waiting periods before closing if the transaction will result in either of the following:
Meeting any one of the following three subtests satisfies the “size-of-person” test:
For the purposes of applying the thresholds, “person” means the ultimate parent entity of the party engaged in the transaction.
Note that certain exemptions may apply depending on the nature of the transaction and the nature and location of the assets and entities involved. Consequently, additional analysis is often required before making a final determination regarding the need for a filing.
Filing fee thresholds also have been adjusted: (i) $45,000 for transactions below $152.5 million, (ii) $125,000 for transactions of $152.5 million or more but below $762.7 million, and (iii) $280,000 for transactions of $762.7 million or more.